New Viterra Board Named

TORONTO - Jan 3/13 - SNS -- A new board of directors has been named to Viterra Inc., following approval of the acquisition of Viterra by 8115222 Canada Inc., an indirect wholly-owned subsidiary of Glencore International plc (Glencore).

The new board of directors consists of Chris Mahoney (Director of Agricultural Products of Glencore), Ernest Mostert (Financial Manager of Glencore Grain), Robert Wardell and Larry Ruud (President & CEO One Earth Farms Corp).

Mahoney, Mostert and Wardell were newly appointed to the Viterra board of directors following the acquisition of Viterra. Ruud, a director of Viterra prior to the closing of the Arrangement, was reappointed to this position following closing.

Viterra's new board formally appointed a standing special committee consisting of Larry Ruud and Robert Wardell. The two independent directors will, among other things, provide an independent review of material related party matters.

The Special Committee has recently considered certain reorganizational matters including the recently completed amalgamation (Amalgamation) of Glencore and Viterra under the Canada Business Corporations Act (CBCA) which occurred on January 1, 2013.

One of the key consequences of the Amalgamation was that Viterra is responsible for fulfilling Glencore's obligations under its agreements with Agrium Inc. and Richardson International Limited). This will see Viterra transfer certain assets to each of Agrium and Richardson in satisfaction of loans described in each of the agreements.

In addition, under an agreement (the CFI Agreement) entered into between Glencore and CF Industries Holdings, Inc. (CFI), Viterra's interests in Canadian Fertilizers Limited (CFL), consisting of 34% of CFL's outstanding preferred and common stock and a product purchase agreement, which were to be transferred to Agrium will instead be transferred to CFI.

The Special Committee determined, following receipt of an opinion from Paradigm Capital and legal advice from Fasken Martineau DuMoulin LLP, that certain reorganizational matters reviewed by the Special Committee pursuant to its mandate completed since the closing of the Arrangement, including the Amalgamation, are in the best interests of Viterra.